UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):   February 19, 2004

CBRL GROUP, INC.

           

Tennessee

0-25225

      

        62-1749513

(State or Other Jurisdiction

       (Commission File Number)

    (I.R.S. Employer

      of Incorporation)

       

 

     

               Identification No.)

305 Hartmann Drive, Lebanon, Tennessee 37087

(615) 444-5533

#

Item 7.  Financial Statements and Exhibits

(a)

Financial Statements.  None

(b)

Pro Forma Financial Information.  None

(c)      Exhibits.  

99.1  Press Release dated February 19, 2004.

Item 9.  Regulation FD Disclosure

On February 19, 2004, CBRL Group, Inc. issued the press release that is attached as Exhibit 99.1 to this Current Report on Form 8-K, which by this reference is incorporated herein as if copied verbatim, with respect to certain second quarter-end financial and other information.  CBRL Group, Inc. also disclosed information on current trends and provided earnings guidance for the remainder of fiscal 2004.

Item 12.  Results of Operations and Financial Condition

The information set forth in Item 9 above is incorporated herein by this reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  February 19, 2004

CBRL GROUP, INC.

By: _/s/ James F. Blackstock

Name: James F. Blackstock

Title: Senior Vice President,General

Counsel and Secretary